Santander Holdings USA, Inc. Announces Early Participation Results For Its Cash Tender Offer For Up To $400,000,000 In Aggregate Principal Amount Of Certain Senior Notes

Santander Holdings USA, Inc. Announces Early Participation Results For Its Cash Tender Offer For Up To $400,000,000 In Aggregate Principal Amount Of Certain Senior Notes

PR Newswire

BOSTON, Feb. 15, 2018

BOSTON, Feb. 15, 2018 /PRNewswire/ — Santander Holdings USA, Inc. (“SHUSA” or the “Company”) today announced results as of the Early Participation Date (as defined below) for its previously announced cash tender offer (the “Offer”) for up to $400,000,000 (“Maximum Amount”) in aggregate principal amount of its 3.450% Senior Notes due 2018 (the “2018 Notes”) and 2.700% Senior Notes due 2019 (the “2019 Notes” and, together with the 2018 Notes, the “Notes”). The Offer is made upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 1, 2018 (as it may be amended or supplemented from time to time, the “Offer to Purchase”). Consummation of the Offer is subject to certain conditions as described in the Offer to Purchase.

As previously announced, the Early Participation Date for the Offer was 5:00 p.m., New York City time, on February 14, 2018 (the “Early Participation Date”). The Early Participation Date was not extended. Withdrawal rights for the Offer expired at 5:00 p.m., New York City time, on February 14, 2018, and were not extended. Accordingly, Notes tendered in the Offer may no longer be withdrawn. As the Offer was oversubscribed, subject to the satisfaction or waiver of the conditions to the Offer and in accordance with the Acceptance Priority Levels (as defined in the Offer to Purchase) and proration (in respect of the 2019 Notes), SHUSA intends to accept for purchase Notes that were validly tendered and not validly withdrawn in the Offer at or prior to the Early Participation Date in the amounts set forth in the table below.

The aggregate principal amount of the Notes of each series that were validly tendered and not validly withdrawn in the Offer at or prior to the Early Participation Date and the aggregate principal amount of each series of Notes that SHUSA intends to accept for purchase are set forth in the table below.

Title of Security

Security Identifiers

ApplicableMaturity Date/Par Call Date

PrincipalAmountOutstanding

Acceptance Priority Level

Aggregate Principal Amount Tendered as of the Early Participation Date

Aggregate Principal Amount Expected to be Purchased

Percent of Amount Outstanding Tendered as of the Early Participation Date

3.450% Senior Notesdue 2018

CUSIP: 80282KAC0ISIN: US80282KAC09

August 27, 2018 /July 27, 2018

$244,576,000

1

$63,239,000

$63,239,000

25.86%

2.700% Senior Notesdue 2019

CUSIP: 80282KAH9ISIN: US80282KAH95

May 24,2019 /April 24, 2019

$1,000,000,000

2

$733,240,000

$336,761,000

73.32%

The applicable “Reference Yield” and resulting “Total Consideration” payable per $1,000 principal amount for each series of Notes subject to the Offer will be determined with respect to such series of Notes at 11:00 a.m., New York City time, on February 15, 2018.

The early payment date for the Offer will be promptly following the Early Participation Date and is expected to be on or about February 16, 2018.

Subject to the satisfaction or waiver of the conditions to the Offer, SHUSA expects to purchase on the early payment date Notes representing an aggregate principal amount that is equal to the Maximum Amount for the Offer, and therefore SHUSA expects that no additional Notes will be purchased in the Offer, and there will be no final settlement date for the Offer.

SHUSA is making the Offer in order to retire Notes prior to their maturity. SHUSA will fund the purchases of Notes from available cash on hand. The Offer is conditioned upon the satisfaction of certain customary conditions described in the Offer to Purchase. The Offer is not conditioned upon the tender of any minimum principal amount of Notes. Subject to applicable law, SHUSA may, at its sole discretion, waive any condition applicable to the Offer and may extend the Offer. Under certain conditions and as more fully described in the Offer to Purchase, SHUSA may terminate the Offer before the Expiration Date.

SHUSA has appointed Santander Investment Securities Inc. to act as dealer manager for the Offer, and has retained D.F. King & Co., Inc. to serve as the tender agent and information agent. Requests for documents may be directed to D.F. King & Co., Inc. by email at santander@dfking.com or by telephone at +1 212-269-5550 (banks and brokers) or +1 800-814-2879. Questions regarding the Offer may be directed to Santander Investment Securities Inc. at (855) 404-3636.

This announcement is not an offer to purchase or a solicitation of an offer to purchase. The Offer is being made solely by SHUSA pursuant to the Offer to Purchase. The Offer is not being made to, nor will SHUSA accept tenders of Notes from, holders in any jurisdiction in which the Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

Santander Holdings USA, Inc. (SHUSA) is a wholly-owned subsidiary of Madrid-based Banco Santander, S.A. (NYSE: SAN) (Santander), one of the most respected banking groups in the world with more than 125 million customers in the U.S., Europe and Latin America. As the intermediate holding company for Santander’s U.S. businesses, SHUSA includes six financial companies with more than 17,500 employees, 5.2 million customers and assets of over $131.9 billion. These include Santander Bank, N.A., one of the country’s largest retail and commercial banks by deposits; Santander Consumer USA Holdings Inc. (NYSE: SC), an auto finance and consumer lending company; Banco Santander International of Miami; Banco Santander Puerto Rico; Santander Securities LLC of Boston; and Santander Investment Securities Inc. of New York.

Cautionary Statement Regarding Forward-Looking StatementsThis communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements about our expectations, beliefs, plans, or future events are not historical facts and may be forward-looking. Such statements include, but are not limited to, SHUSA’s statements regarding the Offer. These statements are often, but not always, made through the use of words or phrases such as “anticipates,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “looking forward,” “would,” “hopes,” “assumes,” “estimates,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends,” and similar words or phrases. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date on which the statements are made, these statements are not guarantees of future performance and involve risks and uncertainties that are subject to change based on various important factors and assumptions, some of which are beyond our control. For additional discussion of these risks, refer to the section entitled “Risk Factors” and elsewhere in the Annual Report on Form 10-K SHUSA files with the Securities and Exchange Commission (the “SEC”). Among the factors that could cause actual results to differ from those reflected in the forward-looking statements include, without limitation, the risks and uncertainties described in SHUSA’s filings with the SEC. New risks and uncertainties emerge from time to time, and it is not possible for SHUSA to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this communication. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by SHUSA or any other person that SHUSA’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on SHUSA’s forward-looking statements, and SHUSA undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Any forward-looking statements only speak as of the date of this document, and we undertake no obligation to update any forward-looking information or statements, whether written or oral, to reflect any change, except as required by law. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

DisclaimerThis announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase (including the documents incorporated by reference therein) contain important information which must be read carefully before any decision is made with respect to the Offer. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offer. None of SHUSA, the dealer managers, the tender and information agent, or any person who controls or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of Notes should participate in the Offer.